Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new...

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Ingevity Announces Agreement to Acquire Perstorp’s Capa TM Caprolactone Division December 10, 2018

Transcript of Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new...

Page 1: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

Ingevity Announces

Agreement to Acquire

Perstorp’s CapaTM

Caprolactone

Division

December 10, 2018

Page 2: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

DisclaimerThis presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements generally include the words “may,” “could,” “should,” “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” “forecast,” “prospect,” “potential” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; synergies and the potential benefits of the acquisition of Perstorp Holding AB’s (“Perstorp”) Capa™ caprolactone business (the “acquisition”); the anticipated timing of the closing of the acquisition; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities. Like other businesses, Ingevity is subject to risks and uncertainties that could cause its actual results to differ materially from its expectations or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, risks related to the satisfaction of the conditions to closing the acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all; risks that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; significant transaction costs; unknown or understated liabilities; general economic and financial conditions; international sales and operations; currency exchange rates and currency devaluation; compliance with U.S. and foreign regulations; attracting and retaining key personnel; conditions in the automotive market or adoption of alternative technologies; worldwide air quality standards; government infrastructure spending; declining volumes in the printing inks market; the limited supply of crude tall oil (“CTO”); lack of access to sufficient CTO; access to and pricing of raw materials; competition from producers of substitute products and new technologies; and new or emerging technologies; a prolonged period of low energy prices; the provision of services by third parties at several facilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, floods, fires; other unanticipated problems such as labor difficulties including renewal of collective bargaining agreements, equipment failure or unscheduled maintenance and repair; protection of intellectual property and proprietary information; information technology security risks; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies and the chemicals industry; and lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes. These and other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are and will be more particularly described in our filings with the U.S. Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2017 and our other periodic filings. Readers are cautioned not to place undue reliance on Ingevity’s projections and forward-looking statements, which speak only as the date thereof. Ingevity undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this presentation, or to update them to reflect events or circumstances occurring after the date of this presentation. The financial results for Perstorp’s Capa™ caprolactone business in this presentation have been derived from unaudited financial records prepared by Perstorp, without adjustment to conform to the accounting policies and methodologies used by Ingevity. Neither Perstorp’s, nor Ingevity’s auditors, have audited, reviewed, compiled or performed any procedures with respect to the financial results of Perstorp’s Capa™ caprolactone business . The accounting policies and methodologies used by Perstorp’s Capa™ caprolactone business differ in certain respects from those used by Ingevity. The audited financial statements of Perstorp’s Capa™ caprolactone business will be delivered to Ingevity prior to closing. The actual audited results of Perstorp’s Capa™ caprolactone business therefore may differ from those provided herein due to the completion of the financial closing and auditing procedures under U.S. GAAP, application of financial adjustments, and other developments.

Non-GAAP Financial MeasuresThis presentation includes certain non‐GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided.

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Page 3: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

Transaction Overview

Transaction

Value

Cash purchase price of €590 million (~$675 million1)

~11x 2018E adjusted EBITDA2

Assumes no synergies or tax benefits

Expected EPS accretive in year one

To be financed under existing credit facilities and cash

Pro forma 2018E net leverage: ~3.5x

Expected to deleverage to below 3.0x by end of 2019

Ingevity has reached an agreement to acquire the CapaTM

caprolactone division of Perstorp Holding AB

Anticipated closing late in the first quarter of 2019, subject to

regulatory approvals and other customary conditions

To be integrated into Performance Chemicals segment as

“Engineered Polymers”

Financing

Summary

(1) EUR / USD exchange rate: 1.15; purchase price subject to customary closing adjustments

(2) Earnings before interest, taxes, depreciation and amortization.

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Page 4: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

CapaTM Caprolactone Business Overview

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Capa holds the #1 market position in caprolactone technologies, with only two other major competitors worldwide

Caprolactone is a critical input to many high-growth end-use applications

Note: Caprolactone is not caprolactam

Highly profitable and scalable business

Expected 2018 sales of ~$175 million (1)

Adj. EBITDA of ~$60 million Adj. EBITDA margins of mid-30s percent

Single plant operation in Warrington, U.K.

Experienced management team with approximately 90 employees globally

Revenue by Product and Geography (2018E)

Source: Company information

Polyols

47%

Thermoplastics

25%

HDO

3%

Caprolactone

25% Americas

31%

EMEA

44%

APAC

25%

(1) EUR / USD exchange rate: 1.15

Page 5: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

Market Use Benefits End-Products

Coatings Capa Polycaprolactonesfor High-Performance Polyurethane Coatings

• High gloss• Weathering resistance• Flexibility• Toughness• Self-healing

• Aerospace coatings• Automotive coatings• Specialty flooring

coatings• Windmill coatings

Resins Capa-based Polyurethane dispersions and UV-curable resins

• Wear resistance• Anti-weathering• Cracking resistance

• Automotive and aerospace coatings

• Wood flooring coatings• Leather coatings

Elastomers Capa Polyols for thermoplastic polyurethane or cast elastomers

• Durability• Resistance to wear and

tear• Thermal stability• Ease of processing

• Tires for forklifts• Skateboard wheels• Roller coaster wheels• Running shoe soles• Gaskets and O-rings

Adhesives Capa Thermoplastics for hot melt adhesives and Capa Polyols for liquid polyurethane adhesives

• Strong adhesion and bonding

• Various substrates• Durability and heat

resistance• Flexibility

• Food packaging• Textiles• Laminates• Tapes• Shoes and consumer

products

Bioplastics Capa-based biodegradable thermoplastics

• Durability• Tear resistance• Printability

• Biopolymer bags and films

• Food packaging• Plasticware• Paper coatings

CapaTM Caprolactone End-Uses and Benefits

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Source: Company information

Page 6: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

Value-creating Acquisition Consistent with Our Strategy

Strategic Rationale Strong, market-leading business focused

on high-growth end-use applications

Complementary fit with Ingevity business model and capabilities Technology-focused relationships drive

customer intimacy Similar manufacturing process and

approach

Provides new avenues for strategic growth and value creation

Top-tier financial profile, immediately accretive

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Page 7: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

Strong, Market-leading Business Focused on High-growth End-use Applications

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Projected Market Growth and Share by Product Segment

Monom

er

Poly

ols

Th

erm

opla

sti

c

46%

Polyols

synthesis

Reactive

modifier

Coating

additives

~4–5%

~6–7%

~4–5%

38%

Coatings

Elastomers

Adhesives ~7%

Additives for

adhesives

Shoe

components

Materials for

medical

devices

Components in

biodegradables

~8%

16%~3%

~8%

~>15%

Weighted average growth ~6%

35%

39%

22%

Revenue split is

favorably

skewed

towards higher

market growth

applications

and higher

margin

derivatives

(polyols and

thermoplastics)

Significant

growth

potential

arising from

emerging

applications,

notably

biodegradable

polymers and

3D printing

2017 market split by volume Applications

Market growth (FY17A–22E)

Market

2017 volumesby product

“Capa” business

Commentary

Global market leader with unique technology and state-of-the-art manufacturing capabilities

Capacity is ~3x vs. the closest competitor (~60% of available capacity); only two other producers globally

Strategically targeted to high-value end-markets

Target markets have a weighted average annual growth of ~6%

Source: Company information

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Strategic Rationale

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Technology-focused Relationships Drive Customer Intimacy

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Resins & Coatings

31%

Adhesives

8%Elastomers

27%

Bioplastics

5%

Caprolactone

and Other

29%

Ingevity

overlap

Revenue by End-use Applications (2018E)

Source: Company information

Deep customer knowledge backed by 40 years of technical expertise and process know-how

Long-standing, loyal customer base with no customer representing more than 10% of sales

Proven expertise to develop tailored applications and technology solutions depending on customer needs

Potential for channel synergies over time in end-use applications where Ingevity participates, particularly coatings and adhesives

Leverage Ingevity corporate and functional resources

Strategic Rationale

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Similar Manufacturing Process and Approach“Capa”

Cyclohexanone

Caprolactone

Thermoplastics

Adhesives

Bioplastics

Shoe Counters

Medical Devices

Caprolactone

Polyols

Adhesives

Coatings

Elastomers

Hydrogen

Peroxide

Hexanediol

(HDO)

Caprolactone

Lactides

Coatings

Elastomers

Compounds

3D printing

Black Liquor

SoapSulfuric acid

Rosin Fatty Acid

Rosin Esters

Adhesives

Inks

Paper size

Rubber

emulsifiers

Dimers &

Diacids

Lubricants

Intermediates

Coatings

Raw material Intermediate

Derivatives Co-product

Bio Fractions

Crude Tall Oil

(CTO)

Specialty

Formulations

Pavement

preservation

Evotherm

Oil well

service

additives

Oil

production

chemicals

Caprolactone

Monomer

Source: Company information

BasicProducts

High-Value Derivatives

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Ingevity Performance Chemicals

Strategic Rationale

Raw Materials

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Provides New Avenues for Strategic Growth and Value Creation

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Continued growth supported by end-market macro trends in core and emerging applications

Biodegradable polymers, medical devices, 3D printing, etc.

Untapped potential for caprolactone to increase penetration via technology substitution within existing key market segments

Strong track record of innovation and new business development

Platform for further bolt on M&A opportunities in strategically-targeted, value-added thermoplastics, resins and bioplastics

Strategic Rationale

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Top-tier Financial Profile, Immediately Accretive

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2013A 2018E

Revenue Growth (2013A – 2018E)

Compelling financial profile: Strong historical growth Sustainable adj. EBITDA

margins in mid-30%s Modest capital intensity

Improves Performance Chemical segment adj. EBITDA margins by ~300bps on 2018 pro forma basis

Accretive to Ingevity overall adj. EBITDA margins by ~100 bps on 2018 pro forma basis

Expands product diversity, global reach and growth platform of Performance Chemicals segment

Expected EPS accretive in year one

Pro forma impact to PC segment revenue mix (1)

Engineered Polymers

19%Industrial Specialties

50%

Oilfield Tech. 12%

PavementTech. 19%

APAC13%

North America

64%

EMEA21%

(1) Last Twelve Month (“LTM”) from Sept. 30, 2018; standalone Ingevity product mix: 61% Industrial Specialties; 15% Oilfield Tech, 24%

Pavement Tech; Standalone Ingevity geographic mix: 73% North America, 15% EMEA; 2% South America; 10% APAC. LTM revenue of Capa

has been derived from unaudited financial records prepared by Capa, without adjustment to conform to the accounting policies and

methodologies used by Ingevity. Refer to the Disclaimer on Slide 2 of this presentation for further information regarding these financial

measures.

Strategic Rationale

South America

2%

Page 12: Ingevity Announces Agreement to Acquire Perstorp’s Capa ... · products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities.

Value-creating Acquisition Consistent with Our Strategy Furthers our purpose of purifying, protecting and

enhancing the world around us

Provides a complementary, growth platform in new and existing end-use applications

Business aligned with Ingevity strengths:

Technology-based customer partnerships

Reaction / purification process and derivativeproduct approach

Top-tier financial metrics and pro forma impacts translate into compelling value creation opportunity

Financed under existing facilities at comfortable leverage levels; rapid deleveraging given excellent cash generation profile of combined business

Ingevity welcomes the Capa organization and looks forward to building an even stronger Ingevity together!

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